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                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION



     Logix Communications Enterprises, Inc., an Oklahoma corporation (the
"Corporation"),

DOES HEREBY CERTIFY:

                  FIRST: That the Corporation's board of directors, by the
unanimous written consent of its members, filed with the minutes of the board,
duly adopted resolutions setting forth a proposed amendment to the Certificate
of Incorporation of the Corporation, declaring the amendment to be advisable and
submitted the proposed amendment to the shareholders of the Corporation for
consideration thereof. Article IV of the Corporation's Certificate of
Incorporation is proposed to be amended as follows:

                                   ARTICLE IV.

                                  CAPITAL STOCK

         4.1 AUTHORIZED CAPITAL STOCK. The maxImum number of shares of capital
stock which the Corporation shall have authority to issue is One Hundred Two
Million (102,000,000) shares of capital stock, of which One Hundred Million
(100,000,000) shares shall be Common Stock, par value $.01 per share, (the
"Common Stock"), and of which Two Million (2,000,000) shares shall be preferred
stock, par value $1.00 per share (the "Preferred Stock"). The Common Stock and
the Preferred Stock are sometimes referred to herein as the "Capital Stock" of
the Corporation.


         4.2 PREFERRED STOCK. The Preferred Stock may be issued in one or more
series. The Corporation's Board of Directors is hereby expressly authorized
without further action by the Corporation's stockholders, subject to limitations
prescribed by the Act, to authorize and otherwise provide for the issuance of
the shares of Preferred Stock in one or more series, and by filing a certificate
pursuant to the applicable law of the State of Oklahoma, to establish from time
to time the number of shares to be included in each such series, to determine
the powers, designations, preferences and relative, participating, optional or
other special rights, including voting rights, and the qualifications,
limitations and restrictions thereof, of each series of Preferred Stock and may
increase or decrease the number of shares within each such series; provided,
however, that the Corporation's Board of Directors may not decrease the number
of shares within a series to less than the number of shares within such series
that are then outstanding and may not increase the number of shares within a
series above the total number of authorized shares of Preferred Stock for which
the powers, designations, preferences and rights have not otherwise been set
forth herein. The authority of the Board of Directors with respect to each
series shall include, but not be limited to, determination of the following:



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          (a) the number of shares constituting that series and the distinctive
     designation of that series;

          (b) the dividend rate on the shares of that series, whether dividends
     shall be cumulative, and, if so, from which date or dates, and the relative
     rights of priority, if any, of payment of dividends on shares of that
     series;

          (c) whether that series shall have voting, optional and/or special
     rights, in addition to the voting rights provided by law, and, if so, the
     terms of such voting rights, including, without limitation, the right to
     elect one or more members of the Board of Directors;

          (d) whether that series shall have conversion privileges, and, if so,
     the terms and conditions of such conversion, including provision for
     adjustment of the conversion rate in such events as the Board of Directors
     shall determine;

          (e) whether or not the shares of that series shall be redeemable, and,
     if so, the terms and conditions of such redemption, including the date or
     dates upon which they shall be redeemable, and the amount per share payable
     in case of redemption, which amount may vary under different conditions and
     at different redemption dates;

          (f) whether that series shall have a sinking fund for the redemption
     or purchase of shares of that series, and, if so, the terms and amount of
     such sinking fund;

          (g) the rights of the shares of that series in the event of voluntary
     or involuntary liquidation, dissolution or winding up of the Corporation,
     and the relative rights of priority, if any, of payment of shares of that
     series; and

          (h) the preferences and relative rights among the series of the
     Preferred Stock.

     4.3 COMMON STOCK. The designations, preferences, privileges, and powers and
relative, participating, optional, or other special rights and qualifications,
limitations, or restrictions of the Common Stock are as follows:

          (a) After the Corporation has complied with the dividend and sinking
     fund requirements of any series of Preferred Stock, then the Board of
     Directors may pay the holders of the Common Stock such dividends as the
     Board of Directors may declare.

          (b) After the Corporation has distributed any and all preferential
     amount due to the holders of a series of Preferred Stock upon the voluntary
     or involuntary liquidation, dissolution, or winding-up of the Corporation,
     the Board of Directors shall distribute to holders of the Common Stock the
     remaining assets available for distribution to the extent the Board of
     Directors shall determine.

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          (c) Except as may be otherwise required by law or by this Certificate
     of Incorporation, each holder of Common Stock shall have one vote for each
     share held on all matters voted upon by the shareholders.

          SECOND: That, thereafter, the shareholders voted in favor of the
amendment pursuant to written consent given in accordance with the provisions of
Section 73 of the Oklahoma General Corporation Act.

          THIRD: That the amendment was duly adopted in accordance with the
provisions of Section 77 of the Oklahoma General Corporation Act.

          IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by its President and its Secretary on March 29, 2000.





                                     ------------------------------------------
                                     Albert H. Pharis, Jr.,  President

Attest:



-------------------------------------
Herbert Kenney,  Secretary













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